Tiger Logistics (India) Ltd Directors Report.

The Directors of your Company with immense pleasure, presenting the 18th
Annual Report together with the Audited Standalone and Consolidated Financial Statements
and the Auditors Report of your

Company for the Financial Year ended on 31st March, 2018. The summarized
financial performance for the year ended 31st March, 2018 is as follows:

FINANCIAL PERFORMANCE

(Rs. In Lacs)

Standalone

Consolidated

Particulars

Current Year

Previous Year

Current Year

Previous Year

(2017-18)

(2016-17)

(2017-18)

(2016-17)

Net Sales / Income from operations

32,423.72

29,805.10

32,423.72

29,828.36

Other Income

60.41

21.44

60.41

21.44

Total Expenditure

30,742.81

28,229.01

30,744.45

28,249.58

Interest

156.28

53.50

156.28

53.50

Depreciation

58.09

53.89

58.09

53.89

Profit before taxation

1,741.32

1,597.53

1,739.68

1,600.22

Net Profit

1,139.00

1,028.93

1,137.35

1,031.62

OPERATIONS

Your Company has seen an overall growth in turnover from its business during the year.
During the current Financial Year, the Company has achieved a turnover of Rs. 32,423.72
Lacs as against the turnover of Rs 29,805.10 Lacs in the previous year. The net profit of
the Company has also increased from last year. It is Rs. 1,139.00 Lacs in the current year
as against Rs. 1,028.93 Lacs in the Previous Year.

DIVIDEND & BONUS

Your Directors has not recommended any dividend for the financial year 2017-18.

RESERVES

Details stated in the financial part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

STOCK EXCHANGE & LISTING FEES

The Companys Equity Shares at present are listed at BSE Ltd., Mumbai. It may be
noted that there are no payments outstanding to the Stock Exchange by way of listing fees,
etc.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on date, the Board of Directors of the Company comprises two executive and four non-
executive directors out of which three are independent directors in accordance with the
terms of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. They have
submitted a declaration that each of them meets the criteria of independence as provided
in Section 149(6) of the Act and there has been no change in the circumstances which may
affect their status as independent director during the year.

In accordance with the provisions of the Companies Act, Mrs. Surjeet Kaur Malhotra is
liable to retire by rotation and being eligible, seeks re-appointment at this ensuing
Annual General Meeting.

AUDIT COMMITTEE

The details pertaining to the Composition of Audit Committee is included in the
Corporate Governance report, which forms part of this Report.

NOMINATION AND REMUNERATION COMMITTEE

The Details Pertaining to the Composition of Nomination and Remuneration Committee is
included in the corporate governance report, which forms part of this Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Details Pertaining to the Composition of Stakeholder Relationship Committee is
included in the corporate governance report, which forms part of this Report.

INTERNAL AUDITORS

M/s Amit & Nitin, Chartered Accountants, are the Internal Auditors of the Company
and they have submitted the Internal Auditors Report as per the requirement of the Act.
M/s Amit & Nitin, Chartered Accountants were appointed for the purpose of Internal
Audit by the board resolution dated 14.08.2018 for the Financial Year 2018-19 &
2019-20.

SECRETARIAL AUDITORS

Mr. Manoj Kumar Jain of AMJ & Associates, Practicing Company Secretaries, is the
Secretarial Auditor of the Company and they have submitted the Secretarial Auditor Report
(in Annexure-V) as per the requirement of the Act. M/s AMJ & Associates appointed for
the purpose of conducting Secretarial Audit by the resolution dated 14.08.2018 for the
year 2018-19 & 2019-20.

AUDITOR REPORT & SECRETARIAL AUDIT REPORT

The observations of the auditors made in their report are self-explanatory and
therefore, in the opinion of your Directors, do not call for further comments, which forms
a part of this annual report.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to
act as an Independent Director in compliance with the provisions of Section 149 of the
Companies Act, 2013 and the Board is also of the opinion that the Independent Directors
fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act
as Independent Directors.

PARTICULARS OF EMPLOYEES

There is no employee during the year under review, whose particulars are required to be
given pursuant to Section 197 of the Companies Act, 2013 read with the Rule 5 Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any other
applicable section, if any Except Mr. Harpreet Singh Malhotra, Managing Director of the
Company who draw a salary of Rs. 1.74 Cr. for the year ended 2017-18. Mr. Harpreet Singh
Malhotra (aged 46) is having experience of more than 18 years and associated with our
company as a promoter from the year 2000.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being
sent to all shareholders of the Company, excluding the aforesaid information. Any
shareholders interested in obtaining such particulars may write to the Company Secretary
at the Registered Office of the Company before the seven days of Annual General Meeting.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
1992, as amended from time to time, the code of conduct for prohibition of insider
trading, as approved by the Company. The Company has also adopted the concept of Trading
Window Closure, to prevent its Directors, Officers, designated employees and other
employees from trading in the securities of the Company at the time when there is
unpublished price sensitive information. The Board has appointed Mr. Vishal Saurav Gupta,
Company Secretary as the Compliance Officer under the Code.

EVALUATION OF THE BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of
the Board was carried out during the year under review. Kindly refer the point mentioned
in the report of corporate governance, which forms an integral part of this annual report.

INTERNAL CONTROL AND INTERNAL AUDIT

The Company has in place adequate systems of Internal Control to ensure compliance with
policies and procedures. The Company has a system of carrying out internal audit, covering
all business processes to review the internal control systems. The internal control system
and mechanism is reviewed periodically by the Audit Committee to make it robust so as to
meet the challenges of the business.

SUBSIDIARIES

The Company had made investment of 100% in the equity of Tiger Logistics Pte. Ltd
(Singapore) in the Financial Year 2016-17, however the business operations of the company
is yet to get commenced. A statement containing salient features of the financial
statements of the Companys subsidiary in Form AOC-1 is attached as Annexure III.

VIGIL MECHANISM

The Company has a vigil mechanism in place named as Whistle Blower Policy to report
concerns to the management about unethical behaviour, actual or suspected fraud or
violation of the Codes of conduct. The details of the Whistle Blower Policy are explained
in the Corporate Governance Report and also posted on the website of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed
herewith. The same forms part of this report. (Annexure-IV).

RELATED PARTY TRANSACTIONS

None of the transactions with the related parties falls under the scope of section 188
(1) of the Act. All contracts/ arrangements/ transaction entered by the Company during the
financial year with related parties in the ordinary course of business and on arms
length price basis. During the year the

Company has not entered into any contracts/ arrangements/ transactions with related
parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions.

Information on transactions with related parties pursuant to section 134 (3) (h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2
and the same forms part of this report.

RISK MANAGEMENT POLICY

The Board of Directors has put in place a Risk Management policy for the Company, which
includes industry risks, quality risks, project risks and financial/ interest rate /
liquidity risks and the structure, infrastructure, processes, awareness and risk
assessment / minimization procedures. The elements of the risk, which in severe form can
threaten Companys existence, have been identified by the Board of

Directors to mitigate the same.

HEADCOUNT-HUMAN RESOURCE DEVELOPMENT.

The total number head count as on 31st March 2018 was 385 as against 350 as
on 31st March 2017.

MEETINGS

During the Financial Year 2017-18 five board meetings were convened and held, rest of
the details of which are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period stipulated under the Companies Act, 2013.

a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any;

b) that the accounting policies selected and applied are consistent and the judgments
and estimates made are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of financial year and of the profit and loss of
the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; and

d) that the Annual Accounts for the year ended 31st March, 2018. e) have been prepared
on a going concern basis.

f) that the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

g) that the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.

The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 Companies (Accounts) Rules, 2014 in respect of conservation of
energy and technology absorption have furnished considering the nature of activities
undertaken by the company during the year under review (Report "Annexure A" is
annexed herewith).

REPORT ON CORPORATE GOVERNANCE

As per Listing Regulations and Agreement with the Stock Exchanges, a detailed report on
corporate governance practices followed by the Company together with the certificate from
the Practicing Company Secretary confirming compliance, forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiative undertaken by the company on CSR activities during the year are set out
in the Annexure II of this report in the format prescribed in the companies
(Corporate social Responsibility policy), Rules, 2014. For other details regarding the CSR
Committee, please refer to Corporate Governance Report, which forms part of this report.
The information on the Corporate Social Responsibility as per Section 135 of the Companies
Act, 2013 is given in the Corporate Governance Report, which forms an integral part of the
annual report.

POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE

Your Company is committed to creating and maintaining an atmosphere in which employees
can work together without fear of sexual harassment, exploitation or intimidation. As
required under the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (Act), your Company has constituted an Internal
Complaints Committee. No complaints were received by the committee during the year under
review. Since the number of complaints filed during the year was NIL, the Committee
prepared a NIL complaints report.

PARTICULARS OF LOANS AND GURANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed in the
financial statements.

MATERIAL DISCLOSURES UNDER THECOMPANIES ACT, 2013

Upon recommendation of Nomination and Remuneration Committee, Mr. Ayush Periwal has
been appointed as Additional (Independent) Director of the Company with effect from 14th
August, 2018 by the Board of Directors of the Company in place of Mr. D.M. Mahajan, whose
office got vacated due to his resignation. In terms of Section 161(1) of the Companies
Act, 2013, said Director hold office as an Additional Director upto the date
of this Annual General Meeting. The Company has received a Notice in writing from a Member
under Section 160 of the Companies Act, 2013, proposing Mr. Ayush Periwal candidature for
the office of Director of the Company. Mr. Ayush Periwal is proposed to be appointed as an
Independent Director of the Company for a period of 5 years from the date of their
appointment.

Upon recommendation of Nomination and Remuneration Committee, Mr. Naman Nanda has been
appointed as Additional (Independent) Directors of the Company with effect from 14th
August, 2018 by the Board of Directors of the Company in place of Mr. Sanjay Chopra, whose
office got vacated due to his resignation. In terms of Section 161(1) of the Companies
Act, 2013, said Director hold office as an Additional Directors upto the date
of this Annual General Meeting. The Company has received a Notice in writing from a Member
under Section 160 of the Companies Act, 2013, proposing Mr. Naman Nanda candidature for
the office of Director of the Company. Mr. Naman Nanda is proposed to be appointed as an
Independent Director of the Company for a period of 5 years from the date of their
appointment.

Further, Your Directors of the Company hereby inform you that the Registered
Office of the company has changed from 804A-807, Skylark Building, 60, Nehru Place, New
Delhi  19 to D-174, Ground Floor, Okhla Industrial Area, Phase-1, New Delhi -110020
with effect from 10th April, 2018.

These are certain material changes and commitments which can affect the financial
position of the Company occurred between the end of financial year of the Company and date
of this report.

ANNEXURES FORMING A PART OF DIRECTORS REPORT

The Annexures referred to in this Report and other information which are required to be
disclosed are annexed herewith and form a part of this Report:

Annexure Particulars

I Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange and
Outgo

II Report on Corporate Social Responsibility

III FORM-AOC-1

IV MGT-9

V Secretarial Audit Report

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of
the principals, distributors, dealers, customers who have shown their interest and
confidence in our service. The Board also placed on record its appreciation for valuable
support and co-operation of suppliers, shareholders, banks, management team and the entire
work force for their commitment and look forward to their continued support in future.

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